<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
CHROMAVISION MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2649072
(State of incorporation or organization) (I.R.S. Employer Identification No.)
33171 Paseo Cerveza
San Juan Capistrano, California 92675
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Subscription Rights
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Item 1. Description of Registrant's Securities to be Registered
The Registrant is registering 7,360,000 shares of common stock, par value
$.01 per share (the "Common Stock"), and rights (the "Rights") to subscribe
for 6,400,000 shares of Common Stock, pursuant to a registration statement on
Form S-1 (File No. 333-26129) that was filed with the Securities and Exchange
Commission on April 29, 1997, as amended (the "Registration Statement").
Reference is made to the sections entitled "The Offering" and "Description of
Capital Stock" in the preliminary prospectus forming a part of the
Registration Statement, and all amendments to the Registration Statement
subsequently filed with the Commission, including any prospectus relating
thereto filed subsequently pursuant to Rule 424 of the Securities Act of
1933, as amended. Such Registration Statement and all amendments to the
Registration Statement are hereby deemed to be incorporated by reference into
this Registration Statement in accordance with the Instruction to Item 1 of
this Form.
Item 2. Exhibits
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a. Certificate of Incorporation of the Registrant. Reference is
made to Exhibit 3.1 to the Registration Statement.
b. By-laws of the Registrant. Reference is made to Exhibit 3.2 to
the Registration Statement.
c. Specimen certificate representing the Common Stock. *
d. Specimen certificate representing the Rights. *
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* Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CHROMAVISION MEDICAL SYSTEMS, INC.
By: /s/ Douglas S. Harrington, M.D.
--------------------------------
Douglas S. Harrington, M.D.
Date: June 27, 1997
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Exhibit 99.1
CHROMA
V I S I O N
NUMBER SHARES
CVSN-
<TABLE>
<C> <S> <C>
CHROMAVISION MEDICAL SYSTEMS, INC.
COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK
CUSIP 17111P 10 4
THIS CERTIFIES THAT SEE REVERSE FOR
CERTAIN DEFINITIONS
is the owner of
</TABLE>
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
$0.01 EACH OF THE COMMON STOCK OF
CHROMAVISION MEDICAL SYSTEMS, INC.
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney, upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Articles of
Incorporation of the Corporation and any amendments thereto. This certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
AUTHORIZED SIGNATURE
[SIG ILLEGIBLE] [SIG ILLEGIBLE]
SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.C.
TRANSFER AGENT
AND REGISTRAR
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ChromaVision Medical Systems, Inc. will furnish without charge to each
stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights. Any such request should be addressed to
the secretary of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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<S> <C>
TEN COM -- as tenants in common UNIFGIFTMIN ACT--___________ Custodian ___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gift to Minors
of survivorship and not as
tenants in common Act ________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ______________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
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of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated--------------------
____________________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED
By _______________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION, (Banks, Stockbrokers, Savings
and Loan Association and Credit Unions) WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM
PURSUANT TO SEC RULE 17Ad-15.
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<S> <C>
AMERICAN BANKNOTE COMPANY PRODUCTION CORPORATION PAT STATES-216-830-2198
890 BLAIR MILL ROAD PROOF OF JUNE 23, 1997
HORSHAM, PA 10044 CHROMAVISION MEDICAL
216-667-3480 H51260bk
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SALES PERSON- C. SHARKEY--21G-830-2163 Opr. JW NEW
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/home/joew/inprogress/home11/Chromavision51260 /net/banknote/home51/C3
- --------------------------------------------- ------------------------------------------------
</TABLE>
<PAGE>
Exhibit 99.2
RIGHTS MAY NOT BE EXERCISED FOR FEWER THAN 20 SHARES
OF THE COMMON STOCK OF CHROMAVISION MEDICAL SYSTEMS, INC.
No. R RIGHTS TO PURCHASE COMMON STOCK OF
CHROMAVISION MEDICAL SYSTEMS, INC. ___________________
Number of Rights
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE,
AT $5.00 PER SHARE.
THESE RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 5, 1997.
CUSIP 17111P 11 2
This Rights Certificate certifies that
or registered assigns, is the holder of the number of Rights indicated above.
Each Right entitles the holder to purchase one dully paid and non-assessable
share of the common stock, $.01 par value ["Common Stock"] of ChromaVision
Medical Systems, Inc. (the "Company") during the period beginning July 1,
1997 and expiring at 5:00 p.m., New York City time, on August 5, 1997 (the
"Expiration Date"), upon payment of U.S. $5.00 per share of Common Stock (the
"Exercise Price"). This Rights Certificate is issued under, and the Rights
represented by this Rights Certificate are subject to, the terms and
conditions contained in the prospectus dated July 1, 1997 (the "Prospectus").
The Prospectus is incorporated herein by reference, and you should read the
Prospectus for a more complete explanation of the offering and for
information about the Company.
To exercise these Rights, you must complete and sign the Election To
Purchase and Substitute Form W-9 that appear on the back of this Rights
Certificate. You must send the completed and signed Rights Certificate, or
Notice of Guaranteed Delivery, and payment in full of the Exercise Price to
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") at the
addresses on the back of this Rights Certificate. You must pay the exercise
price in U.S. dollars by cash, check or money order payable to "Safeguard
Escrow Account." The Rights Agent must receive these documents and full
payment on or before the Expiration Date. The Rights Agent will not honor any
exercise of Rights received after the Expiration Date, regardless of when you
sent your documents to the Rights Agent. For your protection, we suggest that
you deliver your Rights to the Rights Agent by overnight or express mail
courier, or, if you mail your Rights, by registered mail.
You may transfer all or a portion of your Rights by completing and
signing the Assignment on the back of this Rights Certificate and by
delivering to the Rights Agent at the addresses on the back of this Rights
Certificate. The Rights Agent will reissue certificates for the transferred
Rights in accordance with your instructions and will reissue a certificate to
you for the balance, if any, to the extent it is able to do so before the
Expiration Date. If you choose to exercise or to transfer less than all of
your Rights, you should be aware that you may not receive a new Rights
Certificate in sufficient time to exercise the remaining Rights. The Company,
the Selling Stockholders named in the Prospectus and the Rights Agent shall
have no liability to a transferee or transferor of Rights if Rights
Certificates are not received in time for exercise or sale prior to the
Expiration Date.
The holder of these Rights shall not be entitled to any of the rights of
a stockholder of the Company prior to the issuance of certificates
representing the Common Stock of the Company purchased upon exercise of these
Rights. This Rights Certificate shall not be valid unless countersigned by
the Rights Agent.
IN WITNESS WHEREOF, ChromaVision Medical Systems, Inc. has caused the
facsimile signature of its Chief Executive Officer and its Secretary to be
printed hereon.
Dated:
Countersigned:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Rights Agent
By
/s/ Douglas S. Harrington /s/ Kosyh
Chief Executive Officer Secretary
Authorized Signature
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The Rights Certificate and the Exercise Price, if any, should be mailed or
delivered to the Rights Agent as follows:
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<CAPTION>
By Mail By Hand By Overnight Express Mail Courier:
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<S> <C> <C>
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Attn: Reorganization Dept. Attn: Reorganization Dept. Attn: Reorganization Dept.
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Rd. Mail Drop-Room
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park NJ 07660
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ELECTION TO PURCHASE
The undersigned hereby irrevocably exercises Rights to purchase shares of
Common Stock of ChromaVision Medical Systems, Inc. as indicated below, on
the terms and subject to the conditions specified in the Prospectus, receipt
of which is hereby acknowledged.
Number of shares purchased(1) _______________(NOTE: 20 share minimum required
in each account)
Total shares purchased multiplied
by the $5.00 Exercise Price(2) $_______________
(1) Each Right entitles the holder to purchase one share of Common Stock.
(2) If the amount enclosed is not sufficient to pay the Exercise Price for all
shares that are asked to be purchased, or if the number of shares being
purchased is not specified, the number of shares purchased will be assumed to
be the maximum number that could be purchased upon payment of such amount.
Any amount remaining after such division shall be returned to the purchaser.
CASH, CHECK OR MONEY ORDER IN THE AMOUNT OF $____________PAYABLE TO
"SAFEGUARD ESCROW ACCOUNT" IS ENCLOSED.
Certificates for such shares are to be issued in the name of and delivered
to________________________________________________________________________
Name
_______________________________________________________________________________
Street Address City State Zip Code
If such number of shares shall not be all the shares purchasable hereunder,
a new Rights Certificate for the balance remaining of the shares purchasable
hereunder will be registered in the name of and delivered to the party named
above or in the Assignment below:
Daytime Tel. No. of Rights Holder:_____________________(IF JOINTLY OWNED,
BOTH MUST SIGN)
SIGNATURE(S):________________________________
Dated:______________, 1997 _______________________________
SIGNATURE(S) GUARANTEED: NOTE: The above signature(s) must
correspond with the name(s) as
written upon the face of this Rights
Certificate or with the name(s) of
the assignee appearing in the
assignment form below in every
particular without alteration
_______________________________________
IMPORTANT NOTE: A signature guarantee is
required only if the certificate for the
shares being purchased is to be issued in
name(s) other than the name(s) written upon
the face of this certificate or the name(s)
of the assignee appearing in the assignment
form below. See note in the ASSIGNMENT below
regarding eligible guarantors.
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SUBSTITUTE FORM W-9
Department of the Treasury, Internal Revenue Service--Payer's Request for
Taxpayer Identification Number (TIN) Failure to complete this form may subject
you to 31% federal income tax withholding.
Part 1: PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION TIN____________________
NUMBER IN THE SPACE PROVIDED AT RIGHT AND CERTIFY Social Security or
BY SIGNING AND DATING BELOW Employer Identification
Number
Part 2: Check the box if
you are awaiting
a TIN / /
Part 3: CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the
number shown on this form is my correct taxpayer Identification number (or a
TIN has not issued to me but I have mailed or delivered an application to
receive a TIN or intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends or the IRS has
notified me that I am no longer subject to backup withholding, and (3) all
other information provided on this form is true, correct and complete.
Dated:_______________________, 1997 SIGNATURE:________________________
You must cross out item (2) above if you have been notified by the IRS that
you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by
the IRS that you were subject to backup withholding, you received another
notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2).
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ASSIGNMENT
For value received, the undersigned hereby
sells, assigns and transfers unto ______________________________
Name
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE / /
_______________________________________________________________________________
Street Address City State Zip Code
Rights to purchase_________________shares of Common Stock of ChromaVision
Medical Systems, Inc. and hereby
Irrevocably constitutes and appoints_____________________________________
Attorney to transfer the said Rights with full power of substitution in the
premises.
(IF JOINTLY OWNED, BOTH MUST SIGN)
Dated:________________, 1997
SIGNATURE(S):_______________________
SIGNATURE(S) GUARANTEED ____________________________________
NOTE: The above signature(s) must
correspond with the name(s)
as written upon the face of
this Rights Certificate.
_________________________________________
The signature(s) must be guaranteed by an
eligible guarantor Institution (banks,
stockbrokers, savings and loan associations
and credit unions) with membership in the
Medallion STAMP Program.
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